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What changed in Tamboran Resources Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tamboran Resources Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+350 added−345 removedSource: 10-K (2025-09-25) vs 10-K (2024-09-23)

Top changes in Tamboran Resources Corp's 2025 10-K

350 paragraphs added · 345 removed · 285 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

205 edited+28 added−37 removed239 unchanged
Biggest changeThere is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.
Biggest changeLimitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities. Significant physical events also have the potential to damage our facilities, disrupt our production activities and cause us to incur significant costs in preparing for or responding to those effects.
If our actual drilling and development costs are significantly more than our estimated costs, we may not be able to continue our business operations as proposed and would be forced to modify our plan of operation. We intend to import and implement U.S. practices and technology for use in the development of our properties in the Northern Territory.
If our actual drilling and development costs are significantly more than our estimated costs, we may not be able to continue our business operations as proposed and we would be forced to modify our plan of operation. We intend to import and implement U.S. practices and technology for use in the development of our properties in the Northern Territory.
Any delay in the completion of these projects could have a material adverse effect on our financial condition, results of operations, cash flows and ability to pay dividends on our common stock. The construction of these midstream facilities requires the expenditure of significant amounts of capital, which may exceed our estimated costs.
Any delay in the completion of these projects could have a material adverse effect on our financial condition, results of operations, cash flows and the ability to pay dividends on our common stock. The construction of these midstream facilities requires the expenditure of significant amounts of capital, which may exceed our estimated costs.
Under these and other laws and regulations, we could be liable for personal injuries, property damage and other types of damages, penalties, and costs. Accordingly, non-compliance may impact our ability to commercialize or retain its assets, which may in turn impact its operational and financial performance.
Under these and other laws and regulations, we could be liable for personal injuries, property damage and other types of damages, penalties, and costs. Accordingly, non-compliance may impact our ability to commercialize or retain its assets, which may in turn impact operational and financial performance.
Failure to comply with these laws and regulations also may result in the suspension or termination of our operations, loss of permits and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that could substantially increase our costs.
Failure to comply with these laws and regulations may also result in the suspension or termination of our operations, loss of permits and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that could substantially increase our costs.
Our exploration of the Beetaloo is dependent upon the maintenance (including renewal) of the relevant permits. Maintenance of the permits is dependent on, among other things, meeting the permit conditions imposed by the relevant authorities including compliance with work program and expenditure requirements.
Our exploration of the Beetaloo is dependent upon the maintenance (including renewal) of our permits by the relevant authorities. Maintenance of the permits is dependent on, among other things, meeting the permit conditions imposed by the relevant authorities including compliance with work program and expenditure requirements.
Any of these risks could result in unexpected costs, negative sentiments about us, disruptions in our operations, increases to our operating expenses and reduced demand for our products, which in turn could have an adverse effect on our business, financial condition and results of operations.
Any of these risks could result in unexpected costs, negative sentiments about us, disruptions in our operations, increases to our operating costs and expenses and reduced demand for our products, which in turn could have an adverse effect on our business, financial condition and results of operations.
Climate change may impact the cost or availability of insurance, and even where insurance is maintained we may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.
The effects of climate change may impact the cost or availability of insurance, and even where insurance is maintained we may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.
Natural gas operations in our operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, such as those restrictions imposed under the Environment Protection Act 2019 (NT) or Environment Protection and Biodiversity Conservation Act 1999 (Cth) (the “EPBC Act”).
Natural gas operations in our operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife, such as those restrictions imposed under the Environment Protection Act 2019 (NT) or the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (the EPBC Act).
We believe that the known and potential impacts of pandemic-related events include, but are not limited to, the following: • disruption in the demand for natural gas, NGLs and oil and other petroleum products; • intentional project delays until commodity prices stabilize; • a potential future downgrade of our credit rating and potentially higher borrowing costs in the future; • a need to preserve liquidity, which could result in reductions, delays or changes in our capital expenditures; • supply chain and shipping lane disruptions, resulting in shortages of, and increased pricing pressures on, among other things, equipment, services and labor; • liabilities resulting from operational delays due to decreased productivity resulting from stay-at-home orders affecting our workforce or facility closures; • future asset impairments, including impairment of our natural gas properties and other property and equipment; and • infections and quarantining of our employees and the personnel of vendors, suppliers and other third parties.
We believe that the known and potential impacts of pandemic-related events include, but are not limited to, the following: • disruption in the demand for natural gas, NGLs and oil and other petroleum products; 42 • intentional project delays until commodity prices stabilize; • a potential future downgrade of our credit rating and potentially higher borrowing costs in the future; • a need to preserve liquidity, which could result in reductions, delays or changes in our capital expenditures; • supply chain and shipping lane disruptions, resulting in shortages of, and increased pricing pressures on, among other things, equipment, services and labor; • liabilities resulting from operational delays due to decreased productivity resulting from stay-at-home orders affecting our workforce or facility closures; • future asset impairments, including impairment of our natural gas properties and other property and equipment; and • infections and quarantining of our employees and the personnel of vendors, suppliers and other third parties.
Our certificate of incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or the federal district court for the District of Delaware) will be the sole and exclusive forum for any claims that (i) are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which Title 8 of the Delaware Code confers jurisdiction upon the Court of Chancery, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our certificate of incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or the federal district court for the District of Delaware) will be the sole and exclusive forum for any claims that (i) are based 55 upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which Title 8 of the Delaware Code confers jurisdiction upon the Court of Chancery, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
We may be required to make material expenditures to comply with governmental laws and regulations, particularly in respect of the following matters: • approvals for drilling operations and other regulated activities; • land access; • royalties and royalty increases; • drilling and development bonds; • cost recovery for regulatory approvals; • securities and orphan well levies; • reports concerning operations; • the spacing of wells; • unitization of oil accumulations; • tenure, landholders, native title holders and traditional Aboriginal owners; • greenhouse gas emission targets and offset requirements; • water extraction and disposal; • remediation or investigation activities for environmental purposes; and • taxation.
We may be required to make material expenditures to comply with governmental laws and regulations, particularly in respect of the following matters: • approvals for drilling operations and other regulated activities; • land access; • royalties and royalty increases; • drilling and development bonds; • cost recovery for regulatory approvals; • securities and orphan well levies; • reports concerning operations; • the spacing of wells; • unitization of oil accumulations; • tenure, landholders, native title holders and traditional Aboriginal owners; • greenhouse gas emission targets and offset requirements; • water extraction and disposal; • environmental assessment; • remediation or investigation activities for environmental purposes; and • taxation.
Additionally, in response to changing climatic conditions, certain policymakers have proposed increased restrictions on the withdrawal and use of water for fossil fuel production or other industrial uses, which may either delay or prohibit our access to certain bodies of water; to the extent we do not have sufficient local water sources available, we may be required to incur substantial costs or curtail operations, which may become more significant in periods of drought or other water scarcity.
Additionally, in response to changing climatic 50 conditions, certain policymakers have proposed increased restrictions on the withdrawal and use of water for fossil fuel production or other industrial uses, which may either delay or prohibit our access to certain bodies of water; to the extent we do not have sufficient local water sources available, we may be required to incur substantial costs or curtail operations, which may become more significant in periods of drought or other water scarcity.
If we are unable to utilize renewables to supply our upstream operation power needs and integrate carbon capture and sequestration with our upstream production activities to the extent we currently expect, if the price of carbon credits increases or if we have otherwise underestimated the amount of Scope 1 or Scope 2 emissions that we will need offset, then our costs of production will increase further which could have a material adverse effect on our results of operations.
If we are unable to utilize renewables to supply our upstream operation power needs and integrate carbon capture and sequestration with our upstream production activities to the extent we currently expect, if the price of carbon credits increases or if we have otherwise underestimated the amount of Scope 1 or Scope 2 emissions, that we will need offset our costs of production will increase further which could have a material adverse effect on the results of operations.
For example, the International Energy Agency recently released a report in relation to its recommendations for a pathway to achieve global net zero emissions by 2050, and includes a key recommendation that no new oil and natural gas projects should be developed. It is unknown what impact the report might have, if any, on domestic policy development for natural gas.
For example, the International Energy Agency recently released a report in relation to its recommendations for a pathway to achieve global net zero emissions by 2050, which includes a key recommendation that no new oil and natural gas projects should be developed. It is unknown what impact the report might have, if any, on domestic policy development for natural gas.
For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 650 firms across over 50 countries had capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions by 2050.
For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 650 firms across over 50 countries had capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions by 2050.
As discussed elsewhere in this report, we will require substantial additional financing to develop and commercialize our resources and execute our strategy and, because we do not have any revenues from natural gas sales and would likely be unable to raise capital by borrowing funds, we will be dependent primarily upon issuing and selling additional shares of common stock to obtain such financing.
As discussed elsewhere in this report, we will require substantial additional financing to develop and commercialize our resources and execute our strategy and, because we do not have any revenues from natural gas sales and would likely be unable to raise capital by 58 borrowing funds, we will be dependent primarily upon issuing and selling additional shares of common stock to obtain such financing.
See “ Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval .” Our business plan contemplates delivering natural gas to the Northern Territory, the Australian East Coast as well as select markets in South and East Asia.
See “ Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval .” Our business plan contemplates delivering natural gas to the Northern Territory, the Australian East Coast as well as select markets in South and East Asia.
The costs to dispose of this produced water may increase if any of the following occur: • we cannot obtain future permits from applicable regulatory agencies; water of lesser quality or requiring additional treatment is produced; • our wells produce excess water; • new laws and regulations require water to be disposed in a different manner; or • costs to transport the produced water to the disposal wells increase.
The costs to dispose of this produced water may increase if any of the following occur: • we cannot obtain future permits from applicable regulatory agencies; • water of lesser quality or requiring additional treatment is produced; • our wells produce excess water; • new laws and regulations require water to be disposed in a different manner; or • costs to transport the produced wastewater to the disposal wells increase.
We must comply with relevant laws and regulations in each jurisdiction in which we operate as it applies to the environment, tenure, land access, landholders, native title holders and traditional Aboriginal owners. Non-compliance with these laws and regulations and any special license conditions could result in suspension of operations, loss of permits or financial penalties.
We must comply with relevant laws and regulations in each jurisdiction in which we operate as it applies to the environment, tenure, land access, landholders, native title holders and traditional Aboriginal owners. Non-compliance with these laws and regulations and any special license conditions could result in the suspension of operations, loss of permits or significant financial penalties.
For more information, see our risk factor titled “ Increased attention to ESG matters and environmental conservation measures may adversely impact our business .” In addition, the increased frequency or severity of natural disasters and weather events due to climate change could delay or prevent our ability to conduct our activities, which could negatively impact our financial performance.
For more information, see our risk factor titled “ Increased attention to ESG matters and environmental conservation measures may adversely impact our business .” In addition, the increased frequency or severity of natural disasters and weather events due to climate change could delay or prevent our ability to conduct our activities, which could negatively impact our financial performance.
We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Loss of our information and computer systems could adversely affect our business.
We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Loss of or compromise to our information and computer systems could adversely affect our business.
This may be affected by evolving approaches to these matters, complex calculations or commercial agreements, and any disputes or ambiguities regarding such environmental attributes may negatively affect perceptions of our operations and products, subject us to litigation or stakeholder activism, require us to incur additional costs to procure replacement attributes, or otherwise adversely impact our operations.
This may be affected by evolving approaches to these matters, complex calculations or commercial agreements, and any disputes or ambiguities regarding such environmental attributes may negatively affect perceptions of our operations and products, subject us to litigation or 44 stakeholder activism, require us to incur additional costs to procure replacement attributes, or otherwise adversely impact our operations.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
In addition, the FASB is working on several projects with the International Accounting Standards Board, which could result in significant changes as GAAP converges with International Financial Reporting Standards (“IFRS”), including how our financial statements are presented. Furthermore, the SEC is considering whether and how to incorporate IFRS into the U.S. financial reporting system.
In addition, the FASB is working on several projects with the International Accounting Standards Board, which could result in significant changes as GAAP converges with International Financial Reporting Standards (“IFRS”), including how our financial statements are presented. Furthermore, the SEC is considering whether and how to incorporate IFRS into the U.S. financial reporting system.
We have plans to obtain additional resources to fund our currently planned operations and expenditures through additional debt and equity financing, however, there is no guarantee we obtain financing at all or on commercially acceptable terms. We may not continue as a going concern if we do not raise additional capital.
We have plans to obtain additional resources to fund our currently planned operations and expenditures through additional debt and equity financing, however, there is no guarantee we will obtain financing at all or on commercially acceptable terms. We may not continue as a going concern if we do not raise additional capital.
For more information, see our risk factor titled “ We are subject to risks related to corporate social responsibility, including the risk that our expectations or estimates regarding environmental, social and governance matters may not be achieved or may be incorrect .” Increased attention to ESG matters and environmental conservation measures may adversely impact our business.
For more information, see our risk factor titled “ We are subject to risks related to corporate social responsibility, including the risk that our expectations or estimates regarding environmental, social and governance matters may not be achieved or may be incorrect .” Increased attention to ESG matters and environmental conservation measures may adversely impact our business.
In our drilling operations, from time to time we experience certain issues and encounter risks, including, for example, mechanical and instrument or tool failures; drilling difficulties associated with drilling in swelling clay or shales and unconsolidated formation; wellbore instability and other geological hazards; loss of well control and associated hydrocarbon release and/or natural gas clouds; loss of drilling fluids circulation; surface spills of various drilling or well fluids; subsurface collision with existing wells; proximity of adjacent water wells or aquifers; inability to establish drilling fluid circulation; loss or compromise of drill pipe or casing integrity; surface pumping operations and associated pressure and hydrocarbon hazards; stuck and lost-in-hole tools, drill pipe or casing; large drilling equipment and machinery including electrical hazards; insufficient cementing of 38 Table of Contents casing causing unwanted casing pressure or fluid migration; surface overpressure events from large machinery (horsepower), equipment or well pressure; fines and violations related to relevant laws and regulations; fires and explosions; personnel safety hazards such as working at heights, driving or equipment operation, energy isolation, excavation and trenching and more; structural damage and collapse to large equipment and machinery; major damage or malfunction to key equipment or processes; in certain instances, close proximity of operations to residences and/or communities; among other typical shale basin drilling challenges and risks.
In our drilling operations, from time to time we experience certain issues and encounter risks, including, for example, mechanical and instrument or tool failures; drilling difficulties associated with drilling in swelling clay or shales and unconsolidated formation; wellbore instability and other geological hazards; loss of well control and associated hydrocarbon release and/or natural gas clouds; loss of drilling fluids circulation; surface spills of various drilling or well fluids; subsurface collision with existing wells; proximity of adjacent water wells or aquifers; inability to establish drilling fluid circulation; loss or compromise of drill pipe or casing integrity; surface pumping operations and associated pressure and hydrocarbon hazards; stuck and lost-in-hole tools, drill pipe or casing; large drilling equipment and machinery including electrical hazards; insufficient cementing of casing causing unwanted casing pressure or fluid migration; surface overpressure events from large machinery (horsepower), equipment or well pressure; fines and violations related to relevant laws and regulations; fires and explosions; personnel safety hazards such as working at heights, driving or equipment operation, energy isolation, excavation and trenching and more; structural damage and collapse to large equipment and machinery; major damage or malfunction to key equipment or processes; in certain instances, close proximity of operations to residences and/or communities; among other typical shale basin drilling challenges and risks.
To the extent laws are enacted or other governmental action is taken that restricts drilling or production or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business, prospects, financial condition or results of operations could be materially adversely affected.
To the extent laws are enacted or other governmental action is taken that restricts or prohibits drilling or production or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business, prospects, financial condition or results of operations could be materially adversely affected.
These factors include, but are not limited to, market fluctuations of prices, proximity, capacity and availability of pipelines, the availability of processing facilities, equipment availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, importing and exporting of natural gas, environmental protection and climate change).
These factors include, but are not limited to, market fluctuations of prices, proximity, capacity and 39 availability of pipelines, the availability of processing facilities, equipment availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, importing and exporting of natural gas, environmental protection and climate change).
In addition, all of our facilities are located in Australia, a majority of our officers and employees are residents in Australia and substantially all of our expenses are payable in Australian dollars. In the event that the U.S. dollar weakens compared with the Australian dollar, our results of operations or financial condition may be adversely affected, perhaps substantially.
In addition, all of our facilities are located in Australia, a majority of our officers and employees are residents in Australia and substantially all of our expenses are payable in Australian dollars. In the event that the U.S. dollar weakens 54 compared with the Australian dollar, our results of operations or financial condition may be adversely affected, perhaps substantially.
Many capital providers have also incorporated more substantial assessments of climate-related matters into their funding considerations, including how such funding may impact such capital providers’ own Scope 3 emissions, and may elect not to provide, or to continue not to provide, funding to fossil fuel energy companies.
Many capital providers have also incorporated more substantial assessments of climate-related matters into their funding considerations, including how such funding may impact such capital providers’ own Scope 3 emissions, and may elect not to provide, or to continue not to provide, funding to fossil fuel energy companies.
We are subject to laws and regulations to minimize the environmental impact of our operations and rehabilitation of any areas affected by our operations. Changes to environmental laws may result in the cessation or reduction of our activities, materially increase development or production costs or otherwise adversely impact our operations, financial performance or prospects.
We are subject to laws and regulations to minimize the environmental impact of our operations and rehabilitation or remediation of any areas affected by our operations. Changes to environmental laws may result in the cessation or reduction of our activities, materially increase development or production costs or otherwise adversely impact our operations, financial performance or prospects.
See “—Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval .” The market price of our common stock may be adversely affected by arbitrage activities.
See “—Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval .” The market price of our common stock may be adversely affected by arbitrage activities.
Applicable law regulates the location of wells; the method of drilling, well construction, well stimulation, hydraulic fracturing and casing design; water withdrawal and procurement from designated aquifers for well stimulation purposes; well production; spill prevention plans; the use, transportation, storage and disposal of water and other fluids and materials, including solid and hazardous wastes, incidental to natural gas and oil operations; surface usage and the reclamation of properties upon which wells or other facilities have been located; the plugging and abandoning of wells; the calculation, reporting and disbursement of royalties and taxes; and the gathering of production in certain circumstances.
Applicable law regulates the location of wells; the method of drilling, well construction, well stimulation, hydraulic fracturing and casing design; water withdrawal and procurement from designated aquifers for well stimulation purposes; well production; spill prevention plans; the use, transportation, storage and disposal of water and other fluids and materials, including solid and hazardous wastes, incidental to natural gas and oil operations; surface usage and the reclamation of properties upon which wells or other facilities have been located; the plugging and abandoning of wells; ongoing monitoring of wells, the calculation, reporting and disbursement of royalties and taxes; and the gathering of production in certain circumstances.
We determined that in both fiscal years, we had deficiencies relating to insufficiently designed and operating internal controls over financial reporting, including: i) lack of sufficient evidence retained of the performance of internal controls, ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties, iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource planning system, and iv) accounting for complex transactions in accordance with US GAAP, which in the aggregate constitute a material weakness.
We determined that in both fiscal years, we had deficiencies relating to insufficiently designed and operating internal control over financial reporting, including: i) lack of sufficient evidence retained of the performance of internal controls, ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties, iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource planning system, and iv) accounting for complex transactions in accordance with GAAP, which in the aggregate constitute a material weakness.
In addition, we conduct certain of our operations through joint ventures in which we may share control with third parties, and the other joint venture participants may have interests or goals that are inconsistent with those of the joint venture or us.
In addition, we conduct certain of our operations through joint ventures in which we may share control with third parties, and the other joint venture participants may have interests or goals that are inconsistent with those of the joint 37 venture or us.
Our various actions to mitigate our business risks associated with climate change require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks.
Our various actions to mitigate our business risks associated with climate change require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate related risks.
In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • limitations on the removal of directors; • our classified board of directors with directors serving staggered three-year terms; • limitations on the ability of our stockholders to call special meetings; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; • the requirement that the affirmative vote of the holders of at least 662/3% in voting power of all the then-outstanding shares of our stock be obtained to amend and restate our existing bylaws or to remove directors; • the requirement that the affirmative vote of the holders of at least 662/3% in voting power of all the then-outstanding shares of our stock be obtained to amend our certificate of incorporation; • providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and • establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • limitations on the removal of directors; • our classified board of directors with directors serving staggered three-year terms; • limitations on the ability of our stockholders to call special meetings; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; • the requirement that the affirmative vote of the holders of at least 66 2 ⁄ 3 % in voting power of all the then-outstanding shares of our stock be obtained to amend and restate our existing bylaws or to remove directors; • the requirement that the affirmative vote of the holders of at least 66 2 ⁄ 3 % in voting power of all the then-outstanding shares of our stock be obtained to amend our certificate of incorporation; • providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and • establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These listing rules may, in some cases, limit our ability to take certain actions that would otherwise be permitted by NYSE rules and may affect our ability to manage our business and to attract and retain key management and scientific personnel.
These listing rules may, in some cases, limit our ability to take certain actions that would otherwise be permitted by NYSE rules and may affect our ability to manage our business and to attract and retain key management and scientific 59 personnel.
For example, various policymakers, such as the SEC and the Australian Treasury, have adopted, or are considering adopting, rules to require companies to provide significantly expanded climate- and sustainability-related disclosures, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls, processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.
For example, various policymakers, such as the Australian Department of the Treasury, have adopted, or are considering adopting, rules to require companies to provide significantly expanded climate- and sustainability-related disclosures, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls, processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.
International policy developments have the potential to have an indirect impact on our operations, given that domestic policy makers might consider those developments in formulating and in setting the direction of local policy.
International policy developments have the potential to have an indirect impact on our operations, given that domestic policy makers might consider those developments in formulating 45 and in setting the direction of local policy.
We are subject to ASX listing with respect to our CDIs, and associated Australian regulatory requirements, and concurrently list our shares on the NYSE as well, which has its own listing and regulatory requirements.
We are subject to ASX listing rules with respect to our CDIs, and associated Australian regulatory requirements, and concurrently list our shares on the NYSE as well, which has its own listing and regulatory requirements.
Our plans are substantially dependent upon the success of commercial production at the Beetaloo, which is still in the early stages of development, and are dependent upon, among other things, the success of our drilling program and infrastructure development in the Beetaloo.
Our plans are substantially dependent upon the success of commercial production in the Beetaloo, which is still in the early stages of development, and are dependent upon, among other things, the success of our drilling program and infrastructure development in the Beetaloo.
Our revenue, profitability and future growth are highly dependent on the prices we receive for our natural gas production, and the levels of our production, depend on numerous factors beyond our control.
Our revenue, profitability and future growth are highly dependent on the prices we receive for our natural gas production, and the levels of our production, which depend on numerous factors beyond our control.
Our ability to raise the capital required to fund the various phases of our development plan will depend on many factors, including: • our success in attracting third party strategic and financial partners and investors to significantly fund our midstream and LNG terminal development goals; • the scope, rate of progress and cost of our development activities; • natural gas prices; • our ability to produce natural gas from our properties; • the terms and timing of any drilling and other production-related arrangements that we may enter into; • the infrastructure available and developed near our properties; 35 Table of Contents • the cost and timing of governmental approvals and/or concessions; and • the effects of competition by other companies operating in the oil and natural gas industry.
Our ability to raise the capital required to fund the various phases of our development plan will depend on many factors, including: • our success in attracting third party strategic and financial partners and investors to significantly fund our midstream and LNG terminal development goals; • the scope, rate of progress and cost of our development activities; • natural gas prices; • our ability to produce natural gas from our properties; • the terms and timing of any drilling and other production-related arrangements that we may enter into; • the infrastructure available and developed near our properties; • the cost and timing of governmental approvals and/or concessions; and • the effects of competition by other companies operating in the oil and natural gas industry.
We are heavily dependent on our information systems and computer-based programs and those of third parties, including our well operations information, seismic data, electronic data processing and accounting data.
We are heavily dependent on our IT Systems, including computer-based programs, and those of third parties, including our well operations information, seismic data, electronic data processing and accounting data.
Any such consequence could have a material adverse effect on our business. We may be involved in legal proceedings that could result in substantial liabilities.
Any such consequence could have a material adverse effect on our business. We may be involved in legal proceedings that could result in substantial liabilities. We may be involved in legal proceedings that count result in substantial liabilities.
As a result of inflation, we experienced supply chain constraints and inflationary pressure on our cost structure throughout fiscal years 2023 and 2024. Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and annual wage increases have increased our operating costs for fiscal year 2024 compared to fiscal year 2023.
As a result of inflation, we experienced supply chain constraints and inflationary pressure on our cost structure throughout fiscal years 2024 and 2025. Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and annual wage increases have increased our operating costs for fiscal year 2025 compared to fiscal year 2024.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies. We are classified as an “emerging growth company” under the JOBS Act.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies. We are classified as an “emerging growth company” under the JOBS Act.
Our assessment of our property may be inherently inexact and may be inaccurate, including the following: • the time it takes to bring the Beetaloo to commercial development phase; 41 Table of Contents • the amount of recoverable reserves; • timing of development of takeaway capacity and access to other infrastructure, including LNG terminals, on an economically viable basis; • geological complexity; • applicable governmental rules and regulations; • native title holders and traditional Aboriginal owners; • estimates of operating costs; • estimates of future development costs; • estimates of the costs and timing of plugging and abandonment; and • potential environmental and other liabilities.
Our assessment of our property may be inherently inexact and may be inaccurate, including the following: • the time it takes to bring the Beetaloo to commercial development phase; • the amount of recoverable reserves; • timing of development of takeaway capacity and access to other infrastructure, including LNG terminals, on an economically viable basis; • geological complexity; • applicable governmental rules and regulations; • native title holders and traditional Aboriginal owners; • estimates of operating costs; • estimates of future development costs; • estimates of the costs and timing of plugging and abandonment; and • potential environmental and other liabilities.
In addition, our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for fiscal years 2023 and 2024, which stated that there are factors that raise substantial doubt on our ability to continue as a going concern.
In addition, our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for fiscal years 2024 and 2025, which stated that there are factors that raise substantial doubt on our ability to continue as a going concern.
The delivery of the further drilling rigs may be delayed or cancelled, and we may not be able to gain continued access to suitable rigs in the future. We may be required to shut in natural gas wells because of the absence of a market or because access to pipelines, gathering systems or processing facilities may be limited or unavailable.
The delivery of the further drilling rigs may be delayed or canceled, and we may not be able to gain continued access to suitable rigs in the future. We may be required to shut in natural gas wells because of the absence of a market or because access to pipelines, gathering systems or processing facilities may be limited or unavailable.
Security incidents could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations, or otherwise impact the availability, integrity or confidentiality of our IT systems and sensitive information, and could have a material adverse effect on our reputation, financial position, results of operations and cash flows.
Security incidents could lead to losses of Confidential Information, critical infrastructure or capabilities essential to our operations, or otherwise impact the availability, integrity or confidentiality of our IT Systems and Confidential Information and could have a material adverse effect on our reputation, financial position, results of operations and cash flows.
Environmental and occupational health and safety laws and regulations govern discharges of substances into the air, ground and water; the management and disposal of hazardous substances and wastes; the clean-up of contaminated sites; groundwater quality and availability; plant and wildlife protection; locations available for drilling; environmental impact studies and assessments required for permitting; restoration of drilling properties upon completion of drilling activities; and work practices related to employee health and safety. 52 Table of Contents To conduct our operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities.
Environmental and occupational health and safety laws and regulations govern discharges of substances into the air, ground and water; the management and disposal of hazardous substances and wastes; the clean-up of contaminated sites; groundwater quality and availability; plant and wildlife protection; locations available for drilling; environmental impact studies and assessments required for permitting; restoration of drilling properties upon completion of drilling activities; and work practices related to employee health and safety. 46 To conduct our operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities.
Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that gas activities may cause harm to the environment which could impact production or delay future development timetables.
Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that our activities may cause harm to the environment which could impact production or delay future development timetables.
We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests. We have engaged in transactions and expect to continue to engage in transactions with affiliated companies.
We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests. We have engaged in transactions and expect to continue to engage in transactions with affiliated companies.
Any adverse impact on the availability, integrity or confidentiality of our IT systems or sensitive information, including any attempts to gain unauthorized access to information and systems and other security incidents or breaches, could lead to disruptions in critical systems, unauthorized release of information and corruption of data.
Any adverse impact on the availability, integrity or confidentiality of our IT Systems or Confidential Information, including any attempts to gain unauthorized access to information and systems and other security incidents or breaches, could lead to disruptions in critical systems, unauthorized release of information and corruption of data.
See “ Business and Properties—General Development of Business and Corporate Reorganization .” We have no independent means of generating revenues.
See “ Business and Properties—General Development of Business and Corporate Reorganization .” We have no independent means of generating revenues.
In making a decision to invest in our common stock, you must be willing to rely to a significant extent on our management’s discretion and judgment. There can be no assurance that our senior management will remain in place.
In making a decision to invest in our common stock, you must be willing to rely to a significant extent on our management’s discretion and judgment. There can be no assurance that our senior management will remain in place.
If any of such systems or programs were to experience service interruptions, fail or create erroneous information in our hardware or software network infrastructure, possible consequences include our loss of communication links, inability to find, produce, process and sell natural gas and inability to automatically process commercial 49 Table of Contents transactions or engage in similar automated or computerized business activities.
If any of such systems or programs were to experience service interruptions, fail or create erroneous information in our hardware or software network infrastructure, possible consequences include our loss of communication links, inability to find, produce, process and sell natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities.
However, the enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.
However, the enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.
Any substantive and prolonged 39 Table of Contents changes to the current economic importance of natural gas development and production industry in Australia would be likely to have an adverse effect on our business, financial condition and profits. Prevailing natural gas prices heavily influence our potential revenue, profitability, access to capital, growth rate and value of our properties.
Any substantive and prolonged changes to the current economic importance of natural gas development and production industry in Australia would be likely to have an adverse effect on our business, financial condition and profits. Prevailing natural gas prices heavily influence our potential revenue, profitability, access to capital, growth rate and value of our properties.
The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of reserves, if any.
The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of reserves, if any.
Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could 55 Table of Contents have a negative impact on our access to and costs of capital.
Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our access to and costs of capital.
Certain of our properties are operated by other companies and may involve third-party working interest owners. We have limited influence and control over the operation or future development of such properties and investments, including compliance with environmental, health and safety regulations or the amount and timing of 42 Table of Contents required future capital expenditures.
Certain of our properties are operated by other companies and may involve third-party working interest owners. We have limited influence and control over the operation or future development of such properties and investments, including compliance with environmental, health and safety regulations or the amount and timing of required future capital expenditures.
Increasing water stress or other concerns about climate change may also increase policymakers or activists’ scrutiny on any potential impacts of our operations on local water bodies regardless of any use we make thereof.
Increasing water stress or other concerns about climate change may also increase policymakers or activists’ scrutiny on any potential impacts of our operations on local water bodies regardless of any use we make thereof.
Complying with the laws, regulations and other legal requirements applicable to our business and any delays in obtaining related authorizations may affect the costs and timing of developing our natural gas resources. These requirements could also subject us to claims for personal injuries, property damage, penalties, costs and other damages.
Complying with the laws, regulations and other legal requirements applicable to our business and any delays in obtaining related authorizations may affect the costs and timing of developing our natural gas resources. These requirements could also subject us to claims for damages arising from personal injuries, property damage, penalties, costs and other losses.
These efforts have included consideration of cap-and-trade programs, carbon taxes, 56 Table of Contents GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. As a natural gas development company, we are exposed to both transition risks and physical risks associated with climate change.
These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. As a natural gas development company, we are exposed to both transition risks and physical risks associated with climate change.
ITEM 1A. RISK FACTORS Investing in our common stock involves risks. You should carefully consider the information in this report, including the matters addressed under “Cautionary Note Regarding Forward-Looking Statements,” the following risks and all of the other information set forth in this report before making an investment decision.
ITEM 1A. RISK FACTORS Investing in our common stock involves risks. You should carefully consider the information in this report, including the matters addressed under “Cautionary Note Regarding Forward-Looking Statements,” the following risks and all of the other information set forth in this report before making an investment decision.
If a significant portion of our property does not prove to be successful, our business, financial condition and results of operations will be materially adversely affected. 36 Table of Contents We face substantial uncertainties in estimating the characteristics of our property, so you should not place undue reliance on any of our estimates.
If a significant portion of our property does not prove to be successful, our business, financial condition and results of operations will be materially adversely affected. We face substantial uncertainties in estimating the characteristics of our property, so you should not place undue reliance on any of our estimates.
Accordingly, once a natural gas producer has exceeded the 100,000 gross t-CO2-e Scope 1 threshold, the Company must demonstrate that it has achieved Scope 1 net zero emissions, either through operational measures (such as carbon capture and storage) or by purchasing carbon offsets.
Accordingly, once a natural gas producer has exceeded the 100,000 gross t-CO 2 -e Scope 1 threshold, the Company must demonstrate that it has achieved Scope 1 net zero emissions, either through operational measures (such as carbon capture and storage) or by purchasing carbon offsets.
No assurance can be given that such title and access rights are not subject to unregistered, undetected or other claims or interests which could be materially adverse to our interests in the Beetaloo. Further titles or access rights may be disputed, which could result in costly litigation or disruption of the Company’s operations.
No assurance can be given that such title and access rights are not subject to unregistered, undetected or other claims or interests which could be materially adverse to our interests in the Beetaloo. Further titles or access rights may be disputed, which could result in costly litigation or disruption of the Company’s operations.
In addition, we note that standards and expectations regarding carbon accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approach to measuring both our emissions and our approaches to reduce emissions may be, either currently or in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, reducing overall emissions and/or achieving “net zero” across any emissions scope.
In addition, we note that standards and expectations regarding carbon accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approach to measuring both our emissions and our approaches to reduce emissions may be, either currently or in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, reducing overall emissions and/or achieving “net zero” across any emissions scope.
For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the 65 Table of Contents effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation.
For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation.
The listing rules of the ASX differ from, and in some cases are more restrictive than, the rules and requirements of the NYSE, including restrictions that: • limit non-executive director compensation to a maximum amount approved by shareholders at a general meeting; • require that the terms of every class of our securities, including any preferred stock, be approved by the ASX; • prohibit us from removing or changing the voting rights or dividend rights (if any) of our securities, except in certain circumstances; • specify certain terms and conditions of options and rights plans; 68 Table of Contents • prohibit issuing equity securities without shareholder approval in the three months after we receive any notice in writing that a person proposes to make a takeover bid; • limit the issuance of restricted (escrowed) securities; and • prohibit “golden parachutes” or other termination benefits for officers upon a change in ownership or control of us.
The listing rules of the ASX differ from, and in some cases are more restrictive than, the rules and requirements of the NYSE, including restrictions that: • limit non-executive director compensation to a maximum amount approved by shareholders at a general meeting; • require that the terms of every class of our securities, including any preferred stock, be approved by the ASX; • prohibit us from removing or changing the voting rights or dividend rights (if any) of our securities, except in certain circumstances; • specify certain terms and conditions of options and rights plans; • prohibit issuing equity securities without shareholder approval in the three months after we receive any notice in writing that a person proposes to make a takeover bid; • limit the issuance of restricted (escrowed) securities; and • prohibit “golden parachutes” or other termination benefits for officers upon a change in ownership or control of us.
Cybersecurity attacks and risks in particular are becoming more varied, and include threats from diverse vectors such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, as a result of malicious software or malicious code embedded in open-source software, misconfigurations, bugs or other vulnerabilities that are integrated into our (or our third party’s) IT systems.
Cybersecurity attacks and risks in particular are becoming more varied, and include threats from diverse vectors such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, as a result of malicious software or malicious code embedded in open-source software, misconfigurations, bugs or other vulnerabilities in commercial software that are integrated into our (or our third party’s) IT Systems.
The cost to develop our projects has not been fixed and remains dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Our construction and operation schedules may not proceed as planned and may experience delays or cost overruns.
The cost to develop our projects has not been fixed and remains dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Our construction and operation schedules may not proceed as planned and there may be delays or cost overruns.
Some supply chain constraints and inflationary pressures could persist into fiscal year 2025 but are expected to plateau, however we cannot accurately predict future supply chain constraints and inflation.
Some supply chain constraints and inflationary pressures could persist into fiscal year 2026 but are expected to plateau, however we cannot accurately predict future supply chain constraints and inflation.
In particular, the ASX listing rules will prohibit us from issuing, during any 12-month period, shares of our common stock in an amount greater than 15% of the total number of shares of our common stock then outstanding without the affirmative vote of the holders of a majority of the outstanding 67 Table of Contents shares of our common stock.
In particular, the ASX listing rules will prohibit us from issuing, during any 12-month period, shares of our common stock in an amount greater than 15% of the total number of shares of our common stock then outstanding without the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeKey elements of our risk management program relating to cybersecurity include: implementing risk assessments designed to help identify material risks, including risks arising from cybersecurity threats to our critical systems and information; engaging external cybersecurity consultants to assess and assist with aspects of our security processes; and maintaining insurance coverage related to cybersecurity matters.
Biggest changeKey elements of our risk management program relating to cybersecurity include: implementing risk assessments designed to help identify material risks, including risks arising from cybersecurity threats to our critical systems and information; engaging external cybersecurity consultants to assess and assist with aspects of our security processes; maintaining insurance coverage related to cybersecurity matters; and review of risks related to any new third-party IT providers based on our assessment of their criticality to our operations and respective risk profile.
ITEM 1C. CYBERSECURITY With the guidance of the Audit & Risk Management Committee, our Board is responsible for our risk management framework, including our strategy, policies, procedures and systems with respect to cybersecurity and information technology risks associated with us and our supply chain, suppliers and service providers.
ITEM 1C. CYBERSECURITY With the guidance of the Audit & Risk Management Committee (the “Committee”), our board of directors is responsible for our risk management framework, including our strategy, policies, procedures and systems with respect to cybersecurity and information technology risks associated with us and our supply chain, suppliers and service providers.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See our risk factor titled “Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats, incidents and other disruptions.” 70 Table of Contents
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See our risk factor titled “ Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats, incidents and other disruptions .”
Management updates the Committee on our cyber risk management program, and the Committee reports to the full Board regarding its activities, including those related to cybersecurity.
Management updates the Committee periodically on our cyber risk management program, and the Committee reports to the full board of directors regarding its activities, including those related to cybersecurity.
Our management team has developed and implemented a risk management program that includes cybersecurity risks as a risk category. Management has primary responsibility for supervising internal staff and external consultants assisting with cybersecurity matters, including those that assist management in staying informed about cybersecurity risks and incidents.
Management has primary responsibility for our overall cybersecurity risk management program and supervising internal staff and external consultants assisting with cybersecurity matters, including those that assist management in staying informed about cybersecurity risks and incidents.
We have not experienced any material risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, which have materially affected us, including our operations, business strategy, results of operations, or financial condition.
We continue to focus on cybersecurity measures as the company grows. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, which have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Removed
Currently, our management team’s experience includes over 50 years combined experience in leadership roles at public companies. We are investing in additional resourcing and cybersecurity measures as we grow.
Added
Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Committee oversight of cybersecurity risks, including oversight of management’s implementation of our cybersecurity risk management program.
Added
Our management team, including our Vice President of Information Technology, is responsible for assessing and managing our material risks from cybersecurity threats, and takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT environment.
Added
Our management team has developed and implemented a risk management program that includes cybersecurity risks as a risk category and is intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Added
Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
Our Vice President of Information Technology has over 20 years of experience at public companies, including within the energy sector, enterprise technology vendors, and consulting firms. His expertise includes enterprise technology strategy, transformation, governance, vendor management, and operations and initiatives to strengthen cybersecurity, enhance information security posture, and mitigate technology risk.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn July 4, 2024, the Environment Centre Northern Territory (“ECNT”) lodged an Originating Application in the Northern Territory Civil and Administrative Appeals Tribunal (“NTCAT”) for a merits review of the Minister for Environment, Climate Change and Water Security’s (“Minister’s”) approval of TB1 Operator’s Shenandoah South Exploration & Appraisal Program EP98 and EP117 Environment Management Plan (“Shenandoah EMP”) (“NTCAT Merits Review”).
Biggest changeOn July 4, 2024, the Environment Centre Northern Territory (“ECNT”) lodged an Originating Application in the Northern Territory Civil and Administrative Appeals Tribunal (“NTCAT”) for a merits review of the Minister for 61 Environment, Climate Change and Water Security’s (“Minister’s”) approval of TB1 Operator’s Shenandoah South Exploration & Appraisal Program EP98 and EP117 Environment Management Plan (“Shenandoah EMP”) (“NTCAT Merits Review”).
ECNT are seeking an order that the Minister’s Original Decision is set aside and substituted with a decision that the Tribunal Member is not satisfied the information provided in the Shenandoah EMP is sufficiently compliant with the Petroleum (Environment) Regulations 2016 (NT), including in relation to: (a) risks of wastewater spills and (b) risks in relation to inter-aquifer connectivity and an order that the Shenandoah EMP should be referred to the NT EPA for an independent assessment or, in the alternative, an order that varies the Minister’s original decision and establishes conditions in the Shenandoah EMP.
ECNT are seeking an order that the Minister’s Original Decision is set aside and substituted with a decision that the Tribunal Member is not satisfied the information provided in the Shenandoah EMP is sufficiently compliant with the Petroleum (Environment) Regulations 2016 (NT), including in relation to: (a) risks of wastewater spills and (b) risks in relation to inter-aquifer connectivity and an order that the Shenandoah EMP should be referred to the NT EPA for an independent assessment or, in the alternative, an order that varies the Minister’s original decision and establishes conditions in the Shenandoah EMP.
It is not feasible to predict the outcome of any such proceedings, and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.
It is not feasible to predict the outcome of any such proceedings, and we cannot ensure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.
Removed
There are no current applications commenced by the ECNT for a stay of the activities subject to the Shenandoah EMP and there is no current timetable whereby the ultimate hearing of the NTCAT Merits Review will be heard. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 71 Table of Contents PART II
Added
On August 25, 2025 the NTCAT granted leave for the substantive proceedings to be withdrawn by the ECNT.
Added
This followed the dismissal of the ECNT’s stay application, with the NTCAT handing down its reason for dismissing the application on November 27, 2025 and the dismissal of the ECNT’s application to issue summonses and admit further expert reports, with the NTCAT handing down its reasons for dismissing the application on July 15, 2025.
Added
On December 6, 2024, Lock the Gate Alliance Ltd (“Lock the Gate”) lodged an Originating Application in the Federal Court of Australia seeking an injunction under s475(2) of the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (“EPBC Act”), to restrain TB1 Operator from conducting the Shenandoah South Pilot Project and a declaration under §21 of the Federal Court of Australia Act 1976 (Cth) that the Shenandoah South Pilot Project is an action which involves unconventional gas development and is likely to have a significant impact on a water resource within the meaning of §§24D and 24E of the EPBC Act (the “Originating Application”).
Added
The Originating Application was heard in the Federal Court of Australia from June 23 to 26, and August 14, 2025 before Owens J who reserved Judgment. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 62 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 71 Part II 72 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 72 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 72
Biggest changeItem 4. Mine Safety Disclosures 62 Part II 63 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 63 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 63

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeExcept as previously disclosed on Current Reports on Form 8-K, there were no unregistered sales of equity securities for the year ended June 30, 2024.
Biggest changeInformation with respect to securities authorized for issuance under equity compensation plans is included herein under Item 12 of this report. Except as previously disclosed on Current Reports on Form 8-K, there were no unregistered sales of equity securities for the year ended June 30, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is currently listed on the New York Stock Exchange under the symbol “TBN.” As of September 1, 2024, there were 12 holders of record of our common stock. We have not paid any cash dividends on our common stock to date.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is currently listed on the New York Stock Exchange under the symbol “TBN.” As of September 24, 2025, there were 44 holders of record of our common stock. We have not paid any cash dividends on our common stock to date.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be subject to the discretion of our board of directors. Information with respect to securities authorized for issuance under equity compensation plans is included herein under Item 12.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be subject to the discretion of our board of directors.
Removed
On June 28, 2024, in connection with our IPO, we issued and sold 3,125,000 shares of our common stock at a price to the public of $24.00 per share, resulting in gross proceeds to us of $75 million and net proceeds to us of approximately $70.1 million, after deducting the underwriting discount. Offering expenses were approximately $6.2 million.
Added
No shares of the Company’s common stock were repurchased during the three months ended June 30, 2025.
Removed
All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No. 333-279119), as amended (the “Registration Statement”), declared effective by the SEC on June 26, 2024. BofA Securities, Inc., Citigroup Global Markets Inc., and RBC Capital Markets, LLC acted as representatives of the underwriters for the IPO.
Removed
The IPO commenced June 26, 2024 and terminated on July 30, 2024 after sale of an additional 308,750 shares of common stock pursuant to a partial exercise of the underwriters’ over-allotment option granted in connection with our IPO resulting in gross proceeds of $7.4 million and net proceeds to us of $7.0 million, after deducting the underwriting discount.
Removed
We have used the net proceeds from the IPO to progress our initial development phase as described in “Use of Proceeds” of the Registration Statement.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCapital Commitments We had the following five-year capital commitments as of June 30, 2024 and June 30, 2023 which are not recognized as liabilities or payable in the consolidated statement of financial position (in thousands): June 30, 2024 June 30, 2023 Capital commitments: Sweetpea Petroleum Pty Ltd (“Sweetpea”) $ 23,283 $ 42,465 EP 161 2,650 2,652 Beetaloo Joint Venture 62,642 54,209 Midstream 1,971 — Sweetpea Commitments As of June 30, 2024, Sweetpea committed to spend $23.3 million related to two licenses, EP 136 with total commitments of $14.1 million and EP 143 with total commitments of $9.2 million over the following five years.
Biggest changeThis balance represents a decrease of $35.3 million from June 30, 2024, primarily due to incoming funds from the greenshoe option exercised in July 2024, the sale of rig 403 in October 2024, R&D tax credits received in December 2024, cash calls received throughout the period, proceeds from our subscription agreements to institutional investors in May 2025, offset primarily by spending on operations on the SS-2H, SS-2H side track, and SS-3H pilot wells, SPCF facility long lead items and civil works, NT LNG pre-front-end engineering and design services, and other corporate expenditure in the fiscal period. 69 Capital Commitments We had the following five-year capital commitments as of June 30, 2025 and June 30, 2024 which are not recognized as liabilities or payable in the consolidated statement of financial position (all dollar amounts are presented in thousands): June 30, 2025 June 30, 2024 Capital commitments: Sweetpea Petroleum Pty Ltd $ 23,115 $ 23,283 EP 161 2,302 2,650 Beetaloo Joint Venture 75,630 62,642 Midstream 9,056 1,971 Sweetpea Commitments As of June 30, 2025, Sweetpea committed to spend $23.1 million related to two licenses, EP 136 with total commitments of $14.0 million and EP 143 with total commitments of $9.1 million over the following five years.
Foreign currency translation . In fiscal year 2024, we recognized a foreign currency translation loss of $0.4 million, primarily due to slight weakening of the Australian Dollar as of June 30, 2024, as compared to July 1, 2023.
In fiscal year 2024, we recognized a foreign currency translation loss of $0.4 million, primarily due to slight weakening of the Australian Dollar as of June 30, 2024, as compared to July 1, 2023.
A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital .” Global, industry-wide supply chain disruptions have resulted in widespread shortages of labor, materials and services. Such shortages have resulted in our facing significant cost increases for labor, materials and services.
A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital. ” Global, industry-wide supply chain disruptions have resulted in widespread shortages of labor, materials and services. Such shortages have resulted in our facing significant cost increases for labor, materials and services.
The recognition of such an expense was due to the extinguishment of payables to H&P in exchange of the issuance of the 5.5% Convertible Senior Note due 2029 between Helmerich & Payne International Holdings, LLC, Tamboran Resources Corporation, and the guarantors thereto dated June 4, 2024 (the “Convertible Note” which was converted to common stock upon the IPO.
The recognition of such an expense was due primarily to the extinguishment of payables to H&P in exchange of the issuance of the 5.5% Convertible Senior Note due in 2029 between Helmerich & Payne International Holdings, LLC, Tamboran Resources Corporation, and the guarantors thereto dated June 4, 2024, which was converted to common stock upon the IPO.
We cannot predict the future inflation rate but to the extent inflation remains elevated, we may experience cost increases in our operations, including costs for drill rigs, workover rigs, hydraulic fracturing fleets, tubulars and other well equipment, as well as increased labor costs.
We cannot predict the future inflation rate but to the extent inflation remains elevated, we may experience cost increases in our operations, including costs for drill rigs, workover rigs, hydraulic fracturing fleets, tubulars and other well 64 equipment, as well as increased labor costs.
Supply, demand, market risk and the impact on natural gas prices As discussed above in “— Market Outlook ,” the natural gas industry historically has been cyclical with highly volatile commodity prices. Natural gas prices are subject to large fluctuations in response to relatively minor changes in the demand for natural gas.
Supply, Demand, Market Risk and the Impact on Natural Gas Prices As discussed above in “— Market Outlook ,” the natural gas industry historically has been cyclical with highly volatile commodity prices. Natural gas prices are subject to large fluctuations in response to relatively minor changes in the demand for natural gas.
These incremental legal and financial compliance expenses are not included in our historical results of operations; therefore, our results of operations for future periods may not be comparable to our results of operations for the periods under review. Results of Operations Our functional currency is the Australian dollar, and our reporting currency is the U.S. dollar.
These incremental legal and financial compliance expenses are not included in our historical results of operations; therefore, our results of operations for future periods may not be comparable to our results of operations for the periods under review. 66 Results of Operations Our functional currency is the Australian dollar, and our reporting currency is the U.S. dollar.
The valuation of the deferred tax asset is dependent on, among other things, our ability to generate a sufficient level of future taxable income, in estimating future taxable income, we consider both positive and negative evidence in our assessment.
The valuation of the deferred tax asset is 72 dependent on, among other things, our ability to generate a sufficient level of future taxable income, in estimating future taxable income, we consider both positive and negative evidence in our assessment.
We expect the natural gas markets will continue to be volatile in the future. Our future revenue, profitability and future growth are highly dependent on the prices we will receive for natural gas production. See our risk factor titled “Natural gas prices are volatile.
We expect the natural gas markets will continue to be volatile in the future. Our future revenue, profitability and future growth are highly dependent on the prices we will receive for natural gas production. See our risk factor titled “ Natural gas prices are volatile.
Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to prices. Some supply chain constraints and inflationary pressures could persist into fiscal year 2025 but are expected to plateau, however we cannot accurately predict future supply chain constraints and inflation.
Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to prices. Some supply chain constraints and inflationary pressures could persist into fiscal year 2026 but are expected to plateau, however we cannot accurately predict future supply chain constraints and inflation.
Sustained periods of low natural gas prices could materially and adversely affect our financial condition, our results of operations, the quantities of natural gas that we can economically produce and our ability to access capital. Since we have not generated revenues, these key factors will only affect us when we produce and sell natural gas.
Sustained periods of low natural gas prices could materially and adversely affect our financial condition, our results of operations, the quantities of natural gas that we can economically produce and our ability to access capital. Since we have not generated revenues, these key factors will only affect us when we produce and sell natural gas. U.S.
Although we have been listed on the ASX and have been required to file financial information and make certain other filings with the ASX, our status as a U.S. reporting company under the Exchange Act will cause us to incur additional legal, accounting and other expenses that we have not previously 75 Table of Contents incurred, including costs related to compliance with the requirements of the Sarbanes-Oxley Act.
Although we have been listed on the ASX and have been required to file financial information and make certain other filings with the ASX, our status as a U.S. reporting company under the Exchange Act will cause us to incur additional legal, accounting and other expenses that we have not previously incurred, including costs related to compliance with the requirements of the Sarbanes-Oxley Act.
U.S. reporting company expenses Prior to our Corporate Reorganization, the ordinary shares of TR Ltd. were listed on the ASX. Following our IPO, and the listing of our common stock on the NYSE, we are subject to the periodic reporting requirements of the Exchange Act.
Reporting Company Expenses Prior to our Corporate Reorganization, the ordinary shares of TR Ltd. were listed on the ASX. Following our IPO, and the listing of our common stock on the NYSE, we are subject to the periodic reporting requirements of the Exchange Act.
Stock-Based Compensation We measure and recognize compensation expense related to our share-based compensation based on the estimated fair value of the awards. The fair value of the award is measured at the grant date and is recognized as an expense over the course of the award’s vesting period.
Stock-Based Compensation We measure and recognize compensation expense related to our share-based compensation based on the estimated fair value of the awards. The fair value of the award is measured at the grant date and is recognized as an expense over the course of the award’s vesting period.
Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and annual wage increases have increased our operating costs for fiscal years 2023 and 2024. Typically, as the price for natural gas increases, so do associated costs.
Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and annual wage increases have increased our operating costs for fiscal years 2024 and 2025. Typically, as the price for natural gas increases, so do associated costs.
Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at fiscal year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized on our income statement. Income Tax Expense . We have no income tax expense due to operating losses incurred for fiscal years 2023 and 2024.
Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at fiscal year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized on our income statement. Income Tax Expense . We have no income tax expense primarily due to operating losses incurred for fiscal years 2025 and 2024.
We have not yet commenced natural gas production. Therefore, we did not realize any revenue and other operating income during fiscal years 2023 and 2024, respectively. Compensation and benefits, including stock based compensation .
We have not yet commenced natural gas production. Therefore, we did not realize any revenue and other operating income during fiscal years 2025 and 2024, respectively. Compensation and benefits, including stock based compensation .
For example, we pre-purchased long lead materials including casing and tubulars, chemicals and downhole equipment necessary for our planned development for fiscal year 2025. We have in place a 10-year option with H&P to contract for up to four additional FlexRigs ® .
For example, we pre-purchased long lead materials including casing and tubulars, chemicals and downhole equipment necessary for our planned development for fiscal year 2026. We have in place a 10-year option with H&P to contract for up to four additional FlexRigs®.
The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities and related disclosure of contingent assets and liabilities at the date 80 Table of Contents of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
See “ Business and Properties—General Development of Business and Corporate Reorganization .” 74 Table of Contents Success in our development of our natural gas properties Because we have no operating history in the production of natural gas, our future results of operations and financial condition will be directly affected by our ability to develop and commercialize our assets through our drilling programs and future sales and marketing.
See “ Business and Properties—General Development of Business and Corporate Reorganization .” Success in our Development of our Natural Gas Properties Because we have no operating history in the production of natural gas, our future results of operations and financial condition will be directly affected by our ability to develop and commercialize our assets through our drilling programs and future sales and marketing.
We expect to incur substantial expenses and generate significant operating losses as we continue to develop our natural gas prospects and as we: • complete our current appraisal drilling and testing program; • develop and commercialize our assets, including development of pipelines, the proposed NTLNG facility and other infrastructure; • opportunistically invest in additional natural gas assets adjacent to our current positions; and • incur expenses related to operating as a public company and compliance with regulatory requirements.
We expect to incur substantial expenses and generate significant operating losses as we continue to develop our natural gas prospects and as we: • complete our current appraisal drilling, testing program and SPCF facility construction; • develop and commercialize our assets, including development of pipelines, the proposed NT LNG facility and other infrastructure; • opportunistically invest in additional natural gas assets adjacent to our current positions; and • incur expenses related to operating as a public company and compliance with regulatory requirements.
We have provided a full valuation allowance on our net deferred tax asset because management has 77 Table of Contents determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during a foreseeable future period.
We have provided a full valuation allowance on our net deferred tax asset because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during a foreseeable future period.
Our future financial condition and liquidity will be impacted by, among other factors, the success of our exploration and appraisal drilling program, the number of commercially viable natural gas discoveries made, the quantities of natural gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration, appraisal and development of our prospects.
Our future financial condition and liquidity will be impacted by, among other factors, the success of our exploration and appraisal drilling program, the number of commercially viable natural gas discoveries made, the quantities of natural gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration, our ability to identify and complete acquisition opportunities and appraisal and development of our prospects.
Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
Interest income, net increased by $0.7 million during fiscal year 2024, as compared to fiscal year 2023, due to interest received from term deposits during the period. Loss on extinguishment of debt . For fiscal year 2024, an expense for loss on extinguishment of debt of $3.9 million was recognized.
Interest income, net increased by $0.9 million during fiscal year 2025, as compared to fiscal year 2024, primarily due to interest received from term deposits during the period. Loss on extinguishment of debt . For fiscal year 2024, an expense for loss on extinguishment of debt of $3.9 million was recognized.
No revenue from natural gas production is reflected in our financial statements. Operating costs and expenses We have not yet commenced natural gas production. If and when we do commence production, we will incur additional operating costs and expenses, which may include lease operating expenses, workover costs, taxes and royalty fees.
No revenue from natural gas production is reflected in our financial statements. Operating Costs and Expenses We have not yet commenced natural gas production. If and when we do commence production, we will incur additional operating costs and expenses, workover costs, taxes and royalty fees.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A - Risk Factors” and elsewhere in this report, any of which could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A - Risk Factors” and elsewhere in this report, any of which could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Additionally, you should refer to the “Cautionary Note Regarding Forward-Looking Statements.” Overview We are an early stage, growth-driven independent natural gas exploration and production company focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo located 72 Table of Contents within the Northern Territory of Australia.
Additionally, you should refer to the “Cautionary Note Regarding Forward-Looking Statements.” Overview We are an early stage, growth-driven independent natural gas exploration and production company focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo located within the Northern Territory of Australia.
Additionally, in the year ended June 30, 2024, net favorable changes in operating assets and liabilities totaled $6.9 million, primarily consisting of a $9.3 million increase in accounts payable and accrued expenses due to timing of our pay cycle during the fiscal period, a $0.1 million decrease in trade and other receivables, and a $2.4 million increase in prepaid expenses and other assets.
Additionally, in the year ended June 30, 2025, net unfavorable changes in operating assets and liabilities totaled $4.8 million, primarily consisting of a $3.3 million decrease in accounts payable and accrued expenses due to timing of our pay cycle during the fiscal period, a $1.3 million increase in trade and other receivables, and a $0.2 million increase in prepaid expenses and other assets.
Until then our primary sources of liquidity are expected to be cash on hand, net proceeds from our IPO, and funds from future private and public equity placements, debt funding and asset sales.
Until then our primary sources of liquidity are expected to be cash on hand, net proceeds of the private placements received in July 2025, and funds from future private and public equity placements, debt funding and asset sales.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required.
Acquisitions We may continue to grow our operations and financial results through strategic acquisition opportunities that may arise relevant to our Beetaloo strategy. Additionally, we may from time to time effect divestitures of certain of our non-core assets.
Acquisitions We may continue to grow our operations and financial results through strategic accretive acquisition opportunities that may arise relevant to our Beetaloo strategy. We regularly review acquisition opportunities and intend to pursue acquisitions that meet our strategic and financial targets. Additionally, we may from time to time effect divestitures of certain of our non-core assets.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the years ended June 30, 2024 and 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the years ended June 30, 2025 and 2024.
To date the increasing global demand for LNG, as well as under-investment in new supply, is expected to lead to LNG supply shortages. 73 Table of Contents We have the potential, subject to achieving commercial viability in the Beetaloo, to supply natural gas to both Australian domestic and international LNG markets, which would support countries in the region in achieving their GHG emission reduction targets and help reduce global GHG emissions if LNG is adopted as an alternative to coal fired power.
We have the potential, subject to achieving commercial viability in the Beetaloo, to supply natural gas to both Australian domestic and international LNG markets, which would support countries in the region in achieving their GHG emission reduction targets and help reduce global GHG emissions if LNG is adopted as an alternative to coal fired power.
These have been incorporated in the consolidated financial statements under the appropriate classifications. Asset Retirement Obligations Our asset retirement obligations (“AROs”) consist primarily of estimated future costs associated with the plugging, dismantling, removal, site reclamation and similar activities of natural gas properties in accordance with the requirements of respective EPs and with applicable local, state and federal laws.
Asset Retirement Obligations Our asset retirement obligations (“AROs”) consist primarily of estimated future costs associated with the plugging, dismantling, removal, site reclamation and similar activities of natural gas properties in accordance with the requirements of respective EPs and with applicable local, state and federal laws.
Net Cash from Financing Activities For fiscal year 2024, net cash received in financing activities was $146.4 million compared to $106.2 million received for fiscal year 2023.
Net Cash from Financing Activities For fiscal year 2025, net cash received from financing activities was $101.1 million compared to $146.4 million received for fiscal year 2024.
We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our assets which we would otherwise develop on our own, or with a majority working interest. Cash and Cash Equivalents The following table summarizes our key measures of liquidity for the periods indicated (in thousands).
We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our assets which we would otherwise develop on our own, or with a majority working interest.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended June 30, 2024 2023 Statement of Cash Flows: Net cash used in operating activities $ (11,398 ) $ (12,804 ) Net cash used in investing activities (66,109 ) (107,465 ) Net cash from financing activities 146,385 106,183 Net Cash Used in Operating Activities For fiscal year 2024, net cash used in operating activities was $11.4 million during which we incurred a net loss of $23.9 million, compared to net cash used in operating activities for fiscal year 2023 of $12.8 million, during which we incurred a net loss of $32.2 million.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Years Ended June 30, 2025 2024 Statement of Cash Flows: Net cash used in operating activities $ (29,637) $ (11,398) Net cash used in investing activities (98,768) (66,109) Net cash from financing activities 101,058 146,385 70 Net Cash Used in Operating Activities For fiscal year 2025, net cash used in operating activities was $29.6 million during which we incurred a net loss of $39.6 million, compared to net cash used in operating activities for fiscal year 2024 of $11.4 million, during which we incurred a net loss of $23.9 million.
Prices are affected by current and expected supply and demand dynamics, including the market disruptions resulting from the Russian-Ukraine war, the impact of the COVID-19 pandemic and related erosion of demand for natural gas, supply growth driven by advances in drilling and completion technologies, resulting in increased supply in the global market.
Prices are affected by current and expected supply and demand dynamics, including the market disruptions resulting from the Russian-Ukraine war and the Middle East conflict, the changing U.S. regulatory environment and trade and tariffs policies, and related erosion of demand for natural gas, supply growth driven by advances in drilling 65 and completion technologies, resulting in increased supply in the global market.
Management will continue to assess the potential for realizing deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the statement of operations.
Management will continue to assess the potential for realizing deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the statement of operations. 68 Liquidity and Capital Resources We are a development stage enterprise and will continue to be so until commencement of substantial production from our natural gas properties.
Each of these models include the share price at grant date, exercise price, the term of the right, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right.
Each of these models include the share price at grant date, exercise price, the term of the right, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right. The Monte Carlo model also incorporates a probability-based value impact of the market condition.
The Monte Carlo model also incorporates a probability-based value impact of the market condition. 82 Table of Contents Recent Accounting Pronouncements See “Note 2—Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
Recent Accounting Pronouncements See “Note 2—Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations. ITEM 7A.
Our operating costs and expenses consisted of the following during fiscal years 2023 and 2024: salaries, share based compensation, and related taxes and benefits of personnel employed by us, professional fees for consultants, auditors, tax advisors and legal services, depreciation and amortization of natural gas properties, impairment of our natural gas properties, the loss on sale of assets due to the sale of rigs in fiscal year 2023, exploration expenses, and general and administrative expenses.
Our operating costs and expenses consisted of the following during fiscal years 2024 and 2025: salaries, share based compensation, and related taxes and benefits of personnel employed by us, professional fees for consultants, auditors, tax advisors and legal services, depreciation and amortization of corporate assets, the loss on sale of assets due to the sale of rigs in fiscal year 2024 and 2025, accretion of asset retirement obligations, exploration expenses, LNG feasibility studies, a Checkerboard fee that was settled in shares of common stock, and general and administrative expenses.
The following tables present selected financial information for the periods presented (dollar amounts in thousands): Year ended June 30, 2024 2023 Revenue and other operating income $ — $ — Operating costs and expenses: Compensation and benefits, including stock based compensation (5,407 ) (6,341 ) Consultancy, legal and professional fees (9,457 ) (6,818 ) Depreciation and amortization (120 ) (118 ) Loss on sale of assets classified as held for sale (26 ) (12,585 ) Accretion of asset retirement obligations (892 ) (601 ) Exploration expense (2,161 ) (2,793 ) General and administrative (2,453 ) (2,763 ) Total operating costs and expenses (20,516 ) (32,020 ) Other income: Interest income, net 691 31 Loss on extinguishment of debt (3,884 ) — Fair value loss on convertible debt (35 ) — Foreign exchange gain, net 36 130 Other expenses, net (143 ) (337 ) Total other (expense)/income (3,335 ) (176 ) Net loss (23,851 ) (32,196 ) Foreign currency translation (411 ) 1,633 Total comprehensive loss attributable to noncontrolling interest (2,140 ) 108 Total comprehensive loss attributable to Tamboran (22,121 ) (30,671 ) 76 Table of Contents Fiscal Years Ended June 30, 2023 and June 30, 2024 Revenue and other operating income .
The following tables present selected financial information for the periods presented: Years ended June 30, 2025 2024 Revenue and other operating income $ — $ — Operating costs and expenses Compensation and benefits, including stock-based compensation (9,397) (5,407) Consultancy, legal and professional fees (6,531) (9,457) Depreciation and amortization (86) (120) Loss on remeasurement of assets classified as held for sale (376) (26) Accretion of asset retirement obligations (1,042) (892) Exploration expense (4,112) (2,161) LNG feasibility study expenses (6,035) — Checkerboard fee (5,950) — General and administrative (5,787) (2,453) Total operating costs and expenses (39,316) (20,516) Other income (expense) Interest income, net 1,551 691 Loss on extinguishment of debt — (3,884) Fair value loss on convertible debt — (35) Foreign exchange gain (loss), net (2,585) 36 Other income (expense), net 726 (143) Total other income (expense) (308) (3,335) Net loss (39,624) (23,851) Foreign currency translation 2,769 (411) Total comprehensive loss attributable to noncontrolling interest (3,254) (2,140) Total comprehensive loss attributable to Tamboran Resources Corporation stockholders $ (33,601) $ (22,121) Fiscal Years Ended June 30, 2024 and June 30, 2025 Revenue and other operating income .
The net loss for fiscal year 2024 included the non-cash impacts of depreciation and amortization, stock-based compensation, accretion of asset retirement obligations, loss on extinguishment of debt, and foreign exchange differences.
The net loss for fiscal year 2025 included the non-cash impacts of depreciation and amortization, stock-based compensation, loss on remeasurement of assets classified as held for sale, accretion of asset retirement obligations, interest expense, Checkerboard fee and foreign exchange differences.
Liquidity and Capital Resources We are a development stage enterprise and will continue to be so until commencement of substantial production from our natural gas properties. We do not expect to generate any revenue from production until 2026, at the earliest, which will depend upon successful drilling results, additional and timely capital funding, and access to suitable infrastructure.
We do not expect to generate any revenue from production until 2026, at the earliest, which will depend upon successful drilling results, additional and timely capital funding, and access to suitable infrastructure.
Market Outlook We believe natural gas can play a key role in supporting the emissions reduction targets of many regional markets through the transition of coal-to-gas fired power plants.
Market Outlook We believe natural gas can play a key role in supporting the emissions reduction targets of many regional markets through the transition of coal-to-gas fired power plants. To date the increasing global demand for LNG, as well as under-investment in new supply, is expected to lead to LNG supply shortages.
In the current period there was spend on exploration and evaluation activities of $60.2 million in connection with the drilling, completion and stimulation of our initial appraisal wells, $2.9 million related to interest on financing lease liabilities, and the spend of $3.5 million related to SPCF offset by proceeds from the sale of property, plant and equipment of $0.4 million due to the sale of one rig.
In the current period there was spend on exploration and evaluation activities of $94.2 million in connection with the drilling, completion and stimulation of the 2025 drilling program, $15.6 million of spend related to SPCF, $0.3 million of spend related to sand mining, $2.8 million related to interest on financing lease liabilities, offset by proceeds from the sale of property, plant and equipment of $8.0 million due to the sale of rig 403 and the receipt of the R&D tax incentive of $6.2 million.
We maintain comprehensive insurance coverage that we believe is adequate to mitigate the risk of any adverse financial effects associated with these risks. However, should it be determined that a liability exists with respect to any environmental cleanup, remediation, or restoration, the liability to cure such a violation could still fall upon us.
However, should it be determined that a liability exists with respect to any environmental cleanup, remediation, or restoration, the liability to cure such a violation could still fall upon us.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our planned activities.
For example, if we raise additional funds by issuing additional equity securities, further dilution to our existing stockholders will result. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our planned activities.
Impairment of Natural Gas Properties Where an indicator of impairment exists for an unproved property and it is determined that future appraisal drilling or development activities are unlikely to occur, an impairment expense is recorded. Upon approval of the commercial development of a project, the exploration and evaluation asset is classified as a development asset.
Impairment of Natural Gas Properties Where an indicator of impairment exists for an unproved property and it is determined that future appraisal drilling or development activities are unlikely to occur, an impairment expense is recorded. The impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (or asset group) exceeds its fair value.
For fiscal year 2024, an expense for accretion of asset retirement obligations of $0.9 million was recognized. The recognition of such an expense was due to the accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, including for the two new wells drilled during the period. Exploration expense .
The recognition of such an expense was primarily due to the accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well as the SPCF. As the Company drilled two additional wells and established the SPCF site, there was an incremental expense for accretion during the period.
General and administrative costs decreased by $0.3 million during fiscal year 2024, as compared to fiscal year 2023 as a result of overhead allocations recovery from the joint venture. Our general and administrative expense consisted of the following during fiscal years 2023 and 2024: expenses related to travel, insurance, and office and administrative fees. Interest Income, net .
General and administrative costs increased by $3.3 million during fiscal year 2025, as compared to fiscal year 2024 primarily as a result of increased expenses related to insurance, headcount, travel, and other office and administrative fees. Interest Income, net .
These laws, which are constantly changing, regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. 81 Table of Contents In our acquisition of existing assets, we may not be aware of what environmental safeguards were taken during the time such assets were operated or the environmental liabilities associated with such assets.
These laws, which are constantly changing, regulate the discharge of materials into the environment and may require us to remediate, remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites.
Joint Interest Activities Some of the Company’s exploration, development and production activities are conducted jointly with other entities whereby each party holds an undivided interest in each asset and is proportionately liable for each liability in the scope of such arrangement. The Company has recognized its proportionate share of assets, liabilities, revenues and expenses in respect of such arrangements.
Once production commences, development assets are transferred to property, plant and equipment and are depleted using the unit-of-production method based upon estimates of proved developed reserves. 71 Joint Interest Activities Some of the Company’s exploration, development and production activities are conducted jointly with other entities whereby each party holds an undivided interest in each asset and is proportionately liable for each liability in the scope of such arrangement.
However, we may require significant additional funds earlier than we currently expect in order to execute our strategy as planned. We may seek additional funding through asset sales or public or private financings. Additional funding may not be available to us on acceptable terms or at all.
We may seek additional funding through asset sales or public or private financings. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders.
We and our working interest partners have EPs to approximately 4.7 million contiguous gross acres (1.9 million net acres to Tamboran) and are currently the largest acreage holder in the Beetaloo. We are focused on developing early stage, unconventional gas resources within our portfolio.
We hold approximately 1.9 million net prospective acres and are the largest acreage holder in the Beetaloo Basin. We intend to continue to develop our resources and regularly review acquisition opportunities that meet our strategic and financial objectives. We are focused on developing early stage, unconventional gas resources within our portfolio.
Exploration expense decreased by $0.6 million during fiscal year 2024, as compared to fiscal year 2023, due to the focus of the Company on drilling our SS1H and A3H wells. Our exploration expense consisted of costs related to topographical, geographical and geophysical studies and other indirect expenditure. General and administrative.
Exploration expense . Exploration expense increased by $2.0 million during fiscal year 2025, as compared to fiscal year 2024 due primarily to the increase in activity of our non-operated permits in preparation for the next drilling program and additional subsurface expenses. Our exploration expense consisted of costs related to topographical, geographical and geophysical studies and other indirect expenditure.
Net Cash Used in Investing Activities For fiscal year 2024, net cash used in investing activities was $66.1 million compared to $107.5 million for fiscal year 2023. This change was primarily due to the acquisition of EPs 76, 98 and 117 in November 2022.
Net Cash Used in Investing Activities For fiscal year 2025, net cash used in investing activities was $98.8 million compared to $66.1 million for fiscal year 2024.
Compensation and benefits, including stock based compensation, decreased by $0.9 million during fiscal year 2024, as compared to fiscal year 2023, due primarily to forfeiture of options during the period and, although the company increased headcount as compared to the prior period, the compensation of the majority of those employees has been capitalized to unproven properties.
Compensation and benefits, including stock based compensation, increased by $4.0 million during fiscal year 2025, as compared to fiscal year 2024 due primarily to restricted stock units granted in August 2024 and increased headcount as compared to the prior period. Consultancy, legal and professional fees .
Loss on sale of assets classified as held for sale . Loss on sale of assets classified as held for sale decreased by $12.6 million during fiscal year 2024, as compared to fiscal year 2023, due to a write down of two rigs in the prior period which did not recur. Accretion of asset retirement obligations expense .
In contrast, a loss on assets classified as held for sale amounting to $0.03 million was recognized during fiscal year 2024, primarily due to the sale of a smaller rig, rig 301. Accretion of asset retirement obligations expense . For fiscal year 2025 an expense for accretion of asset retirement obligations of $1.0 million was recognized.
These commitments include an expected spend of $62.6 million related to drilling and multi-stage hydraulic fracturing of six wells, a 2D seismic survey in each license and subsurface studies, with expenditure across EP 76 of $21.3 million, EP 98 of $20.0 million and EP 117 of $21.3 million. 79 Table of Contents Midstream Tamboran and Daly Waters are in the process of forming a new joint venture which will own the SPCF, each with a 50% interest.
These commitments include an expected spend of $75.6 million related to drilling and multi-stage hydraulic fracturing of four wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of $10.7 million , EP 98 of $53.3 million and EP 117 of $11.6 million as well as subsurface studies.
This change was primarily due to $148.6 million in proceeds from the issue of shares in connection with the Company’s capital raises in fiscal year 2024, $17.2 million attributable to contributions from noncontrolling interest holders in connection with investments by Daly Waters, offset by transaction costs of $14.0 million, and repayments of finance lease liabilities of $5.5 million.
Other activity in the fiscal year included $61.5 million attributable to contributions from noncontrolling interest holders in connection with investments by Daly Waters, $0.5 million of advance contributions received from noncontrolling interest holders, repayments of finance lease liabilities of $7.8 million, and $0.5 million related to the payment of the performance bond facility establishment fee.
In fiscal year 2023, we recognized a foreign currency translation gain of $1.6 million, primarily due to the acquisition of assets from Origin amounting to A$81.9 million on November 9, 2023 and the strengthening of the Australian Dollar from that date to June 30, 2023.
There was no extinguishment of debt for fiscal year 2025. Foreign currency translation . In fiscal year 2025 we recognized a foreign currency translation gain of $2.8 million, primarily due to the strengthening of the Australian Dollar as of June 30, 2025 in comparison to the average rate during the period.
For the fiscal year ended June 30, 2025, we estimate that we will need to invest approximately $68 million to progress our development plans. We expect the additional proceeds of the IPO received in July 2024, together with our existing cash on hand, to be sufficient to fund our planned drilling and flow testing of SS2H and SS3H.
For the fiscal year ended June 30, 2026, we estimate that we will need to invest approximately $57 million to progress our upstream development plans.
Our commitment through March 2026 is $2.6 million based on the minimum work requirements. There are no minimum commitment requirements after March 2026. Beetaloo Joint Venture The terms of the Beetaloo Joint Venture necessitate specific work obligations through May 2028.
EP 161 For the EP 161 working interest, we are obligated to contribute our share of expenses to uphold our stake in this permit, for which Santos Limited is the operator. Our commitment through March 202 6 is $2.3 million based on the minimum work requirements. There are no minimum commitment requirements after March 2026 .
Variation to EP 136 minimum requirements The DITT granted a five-year extension for EP 136 for the period July 24, 2025, to July 23, 2030, with minimum work requirements of $23,283,260 including the drilling and multistage fracture stimulation of one horizontal well in Permit Year 2.
A renewal application for EP 136 was submitted to the Department of Mining and Energy (“DME”) in September 2023, and approved in July 2024, granting a five-year extension for the period July 24, 2025 to July 23, 2030 with a minimum work program commitment of $14.0 million.
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Recent Developments IPO Over-Allotment In July 2024, the underwriters partially exercised their over-allotment option granted in connection with our IPO to purchase an additional 308,750 shares of common stock, resulting in gross proceeds of $7.4 million and net proceeds to us of $7.0 million, after deducting the underwriting discount.
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Recent Developments Following a special meeting of stockholders, on July 22, 2025, the second tranche of the Company’s sale of approximately $55.4 million of common stock in a private investment in public equity closed and the Company issued 940,729 shares of common stock at a price per share of $17.74.
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Progress on the NTLNG project In July 2024, we executed an interim agreement with the NT Government for exclusive access to the Wirraway North land for our NTLNG project, subject to meeting certain milestones.
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Additionally, on July 22, 2025, the Company issued 112,740 shares of Common Stock at a price of $17.74 per share to Macquarie Bank Limited as prepayment for certain fees that will become due under the Performance Bond Facility Agreement between Tamboran (West) Pty Limited, as borrower, Tamboran Resources Pty Ltd, as guarantor, and Macquarie Bank Limited, as lender, dated December 19, 2024. 63 On July 27, 2025, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Bryan Sheffield, Sheffield Holdings, LP and certain other affiliated entities party thereto (collectively, the “Sheffield Group”).
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This replaces the Do Not Deal letter agreement previously executed with the NT Government and will be the active agreement that secures the land for the Company until just before it considers a final investment decision on NTLNG. In August 2024, the Company appointed Bechtel to undertake pre-FEED engineering services for NTLNG for $4,620,000 until the end of March 2025.
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In connection with the Cooperation Agreement, the Company agreed, among other things, to appoint (i) Scott D. Sheffield as a Class II director to the board of directors, effective immediately upon the execution of the Cooperation Agreement, with a term expiring at the Company’s 2025 annual meeting of stockholders and (ii) Phillip Z.
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Pre-FEED activities are expected to be completed in 1H 2025. Shenandoah South Pilot Project In August 2024, we spudded the Shenandoah South well SS2H using the H&P FlexRig ® .
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Pace as a Class III director to the board of directors, effective upon the execution of the Cooperation Agreement with a term expiring at the Company’s 2026 annual meeting of stockholders.
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Also in August 2024, the Company signed a contract with Liberty for the fracture stimulation of the six wells planned to be drilled from the Shenandoah South 2 well pad, being SS2H and SS3H, during 2024, plus the four wells planned for 2025. Employee Awards In August 2024, the Company granted 842,400 RSU awards under the 2024 Incentive Award Plan.
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In connection with the Cooperation Agreement, the members of the Sheffield Group have agreed to abide by certain customary standstill restrictions and voting commitments that will remain effective from July 27, 2025 until the earlier of (i) the Company’s 2028 annual meeting of stockholders and (ii) December 31, 2028, unless earlier expired in accordance with the terms of the Cooperation Agreement.
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Rig 403 sale In September 2024, we entered into an exclusivity agreement for the sale of Rig 403 for $8.5 million gross (excluding sales commission of 6%), which includes a $400,000 non-refundable payment for a 30-day exclusivity period.
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On July 28, 2025, the employment of Joel Riddle, the former Chief Executive Officer and board member of the Company, was terminated and consequently Mr. Riddle resigned from the board. Additionally, John Bell Sr. retired from the board effective upon the execution of the Cooperation Agreement. The board appointed Dick Stoneburner, Chairman of the board, as interim Chief Executive Officer.
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Consultancy, legal and professional fees . Consultancy, legal and professional fees increased by $2.6 million during fiscal year 2024, as compared to fiscal year 2023, due to increased costs related to significant capital raising activities and related transactions including preparation for a U.S. initial public offering in addition to consulting costs related to government and community relations and midstream activities.

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